Relating to the formation, governance, and internal management of domestic entities.
What changed between versions
Added presumptions that directors and officers of publicly traded corporations act in good faith and on an informed basis, shifting the burden to claimants to prove fraud or intentional misconduct to challenge their actions.
Established new procedures for corporations to petition courts to determine if directors serving on committees reviewing transactions with controlling shareholders are independent and disinterested.
Added requirements for corporations to provide notice to shareholders about petitions filed to determine director independence, including the right for shareholders to participate in hearings.
Modified shareholder ownership thresholds for derivative lawsuits, requiring shareholders of publicly traded companies to beneficially own at least three percent of outstanding shares to file claims.
Added new definitions for 'internal entity claim' and clarified that managerial officials may consider laws and practices of other states when exercising their powers.
